The Wrong Box
by FranGipani6181
Summary: Ava Lloyd thought that the most exciting thing in her life would be to eventually become a famous artist - but a series of events turn out to change her life in an incredible and unbelievable way. All because she accidentally entered the wrong Police Box... *OC companion to the 11th Doctor* *Will be a full 13 episode series with possible Christmas Special*
1. Ep 1 - The Wrong Box

**The Wrong Box  
Episode 1 - The Wrong Box  
~Fran Gipani**

**_Disclaimer-_****Doctor Who is the property of the BBC I am just borrowing the characters and adding an OC :)**

**_Notes on the Setting-_**** So this is set just after the Ponds have left but before Clara is an official companion.**

**_Note from the Author-_**** So this is a project I have been working on for a _very _long time so I am a little nervous about uploading the first chapter but here goes. This will finish up being a 13 episode series of Doctor who with my OC Ava as a companion to the 11th Doctor. I have made a rp blog as her so go check it out at .com if you're curious :) I hope you all enjoy and please leave a review if you have the time!****  
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Ava Lloyd was someone who never caused any trouble, well, she never tried to anyway. She just happened to end up in troublesome situations, half the time caused by her own clumsiness. For a 21 year old living in 1963 London, there wasn't much that happened apart from work and a social life, which it was for Ava anyway. She had dropped out of school to become an artist, much to the disappointment of her parents, however, as she had put it – 'it's my life and I wasn't very good at school anyway.' Ava had a brain, and she used it, she just didn't think like others did, and thus didn't fit in very well at school. She was working at the small café on the corner as a waitress, and typically just happened to be in the wrong place at the wrong time, so that when three men (or what she thought were men) dressed in black - cloaks, masks and all, stormed in to the small space and demanded that they tell them where the Box was, it was her they asked, and very aggressively at that.

"What box?" Ava replied incredulously, her bright blue eyes were wide.

"The Box," The tallest of the tree stepped forward, an as he did Ava felt a sudden chill wash over her. "You know exactly where the box is. You were with him, with the man with many faces."

"The man with many what?" Ava raised an eyebrow; she then pushed her short, jet black hair from her eyes. Noticing that no one else seemed to be reacting she looked around to see every person in the small shop was completely still, "what have you done?" Not trusting that the three men were even human at this point, trying to look a lot braver than she felt, Ava stared them down.

"Where is the Box?" The man spoke again; his voice was low and somehow seemed to echo slightly, adding to Ava's list of things that didn't make sense.

"I told you, I have no idea what the hell you are talking about!" She was about to carry on but then she stopped, "actually, you know what?" Trying to stay calm her gaze darted to the door and back again. "It's been a pleasure talking to you but I really have to go!" With that, Ava took a deep breath and bolted for the door. She didn't, however, accommodate for the door being stiff so she had to give it a shove with her shoulder, thus making her stumble onto the street. Regaining her balance with much effort and little dignity - Ava ran.

So surprised that her plan had actually worked, Ava began to laugh, but then as she turned back for a second and saw the three men taking chase the laugh was cut short. As the panic set in she began to try and find the one thing that she had always told to go when the need was dire. A police box. As she rounded a corner into a shady alleyway Ava saw one, and not questioning the odd position of said blue box sanctuary, she sped up to it and pulled on the door. She tried again, tugging on the door with all her strength.

It wouldn't budge - locked.

"Who the hell would lock a police box?!" She cried out in frustration, "hello! Is there somebody in there?" She glanced round to see the three black clad men approaching; banging her fists on the door she tried again. "Help me!" Spinning around and leaning back against the doors, Ava closed her eyes, "please."

Behind her, Ava felt the door open and she stumbled back into the box, the door swung shut again in front of her. She let out a surprised "oh," before a voice spoke behind her.

"Hello, who are you?"

Ava spun round; she let out a gasp before falling backwards in shock to sit on the ground again, staring around her. "It's..." She only just managed to utter.

"Yes, I know, and don't worry I've heard them all..."

"It's...it's...add it to the list." Trying and almost failing to not question the incredible interior of the police box (which she now realised could in no way actually be a police box at all,) she added it to the list of impossible things that had happened that morning - a list that she planned to address later with a strong mug of tea.

Ava looked up at the man who'd saved her. He looked young, and wore a warn tweed jacket with blue suspenders and matching bow tie. The fringe of his foppish brown hair hung loosely close to his large brown eyes, they looked curious, almost reproachful. He held out his hand to her, Ava took it and stood, the other hand self consciously pulled down the hem of her short black waitresses' dress, the slip dress hung straight down over her small slim body, and stopped about three quarters of the way down her thigh, but even then to her it felt short. It had a large white collar which was cut in two half circles, meeting in the middle at a small white button.

"Oh," he seemed almost disappointed at her response, "I like the bit where they say it's bigger on the inside," he paused, "anywho...I'm the Doctor," he smiled, "who are you?"

"Ava, Ava Lloyd." She replied, "And Doctor who the hell exactly? Also how...no...why is this police box...not a police box?"

"Good question."

"And...?"

"Good answer for another time. A more important question would be why are the Shadow Men chasing you?" He clapped his hands together once, and with a manic grin he said, "Let's ask them shall we?"

Ava's eyes widened, "wh...what? Hell no! Those things barged into my cafe, froze everyone to the spot then started to interrogate me, and rather rudely at that. And you just want to open the door and chat to them!" She was beginning to find this 'Doctor' stranger and stranger by the minute.

"Yep!" He straightened his bow tie and walked to the door.

"Has anyone ever told you you're completely and utterly mad?"

The Doctor grinned, "They never seem to stop." With that he pulled open the door to face three sinister figures - dressed all in black and taller than the average man, they completely filled the doorway. "Hello, I'm the Doctor and this is Ava, would you so kindly explain why you've been following my friend here."

The Shadow Men stayed silent.

"Answer the question. Come on come on we don't have all day!" He paused, "well we do have all day, we have-" The Doctor stopped, as if he'd almost said too much, "ignore me."

The three 'Shadow People', as the Doctor had called them, pretty much chose to do just that, but one did answer the Doctor's original question in its deep echoing voice. "You have the Box, she was with you. We saw you both run. You ran so far. We lost you. We found you here - we found her first. Where is the Box? The Box with the Key."

"Oh...so it's a key you want? A key in a box. Or the key for the box. Or both." The Doctor turned to Ava, "you haven't seen anything of that description have you Ava?"

"Nope!" She replied with a shrug of her small shoulders, "you?"

"Nahh, nothing of the sort!"

The height of the three men cast a foreboding shadow through the doorway of the TARDIS and positively towered over Ava who'd never been vertically gifted. This left her feeling small and despite her strong and feisty manner, Ava tended to not do too well in situations such as what she was in at that moment. Her stomach was churning and the Shadow Men seemed to have instilled a permanent chill in the air which did nothing for her nerves. The Doctor however, stood stock still, mind whirring, staring down the threat, which looked to Ava as if this sort of thing was normal for him. (Though at this point, little did Ava know of her new friend's occupation.)

In unison, the three figures nodded their heads a single time. Before like smoke in the wind, they disappeared into nothingness.

Ava frowned, "that's odd." She turned to the Doctor who was now shutting the doors and wandering up the stairs to the higher platform, "I thought they were all set on the idea of getting that key thing."

"They were, well they are, but something must have distracted them..." he frowned.

Ava watched as the crazy man swung the doors shut, then skipped up the steps to the raised platform in the centre of the domed huge room which somehow fit into the 'not police box' police box. With the threat gone for the meantime, Ava took the opportunity to take in the almost unbelievable sight before her. In the centre of the raised platform was a circular looking workbench, which when she walked up closer, she discovered it was covered fit to burst with different everyday devises and contraptions. In the centre of all this was a tall clear column which reached up to the ceiling. There was a low, mechanical hum which gave Ava a slight comforting feeling despite the unfamiliar surroundings. Turning to face the Doctor, Ava spoke in awe, "What is this thing?"

"Still a good question..." the Doctor smiled, letting his hands run over the many buttons on the console, her then pressed a number of them and the numbered dials began to spin.

"...but not the right one?" Ava finished for him, doing her best not to roll her eyes.

"Yup! What we should be asking is where do you live because I need to drop you home right now."

"But..."

"Right now...before this get's any more dangerous than it already is..."

Ava glared and crossed her arms across her chest, "no, Doctor...I'm in this now - whatever it is. You can't just drop me back home and expect me to forget." She brushed her dark fringe from her bright blue eyes.

"Ava, I'm sorry...you need to go home." It was as if the man's child like demeanour was completely gone, "It's much safer for you there...I know that for a fact...my friends before - people who stayed, they got hurt. I don't want that to happen to you."

"Doctor I'll be fine, I just want to know why they were after me...please..."

"It must have been a mistake, them going after you...I've never met you before in my life... Not to be rude at all." He added, the Doctor spread his arms slightly, palms up, "please Ava..."

"Doctor...let me help." Ava held her ground.

"Oh Ava..." He took a step forward, "I can't, I'm sorry..." he reached out a hand.

"Doctor...what are you doing..."

"Trust me; I just don't want you to get hurt." He gently pressed his hands to either side of Ava's face, his fingers over her temples, "you just need to sleep."

Ava shook her head, here eye's wide in panic, "No Doctor...no...please no!" She placed her hands on his arms trying to pull him away.

The Doctor closed his eyes for a moment, just a few seconds, within that time Ava's eyes closed and she fell limp into the Doctor's open arms. "I'm sorry Ava," Laying her gently on the floor he tenderly brushed the loose strands of black hair from the woman's face.

He stood abruptly, "right...now...an address." He pressed a few buttons on the TARDIS console and then pulled the small screen around as it began to scan Ava's limp body. "Gotcha!" A few more buttons and the pull of a lever later, the TARDIS began to dematerialise from the small alley way.

Minutes later the Doctor swung the doors of the TARDIS open into Ava's bedroom. He lifted the young woman from the ground and carried her to the bed. "Sleep well my dear," he whispered, he pulled the blanket up over her. Tucking it around Ava's shoulders the Doctor shook his head - _it's safer for her. You need to leave her here, but you can't make her forget. _The Doctor turned and sauntered back into the TARDIS, within seconds the loud wheezing sound of ancient engines filled the room and the Doctor and his TARDIS were gone within seconds.

Safe in bed Ava managed to sleep through the phone ringing - twice. She rolled over, her fingers moved to rub at her eyes before they blinked open. First she focused sleepily on the small clock on her bedside table, "Four twenty-three in the afternoon!" She cried out in shock, "why on earth am I asleep now?"

Then the memories of that morning flooded back into her mind. Ava rolled onto her back, staring thoughtfully at the ceiling. The Shadow Men. That Police Box which wasn't a Police Box. The Doctor. He'd sent her to sleep because she wouldn't leave him to work out why the Shadow Men wanted that key alone.

"I need to find the Doctor." Ava sat up and swinging her legs off the side of the bed she stood. Realising she was still in her work gear she pulled the first casual dress she saw from her wardrobe and quickly changed. She slipped on her plain, light navy shift dress, grey tights and black and white lace up ankle boots; she grabbed her old chocolate brown jacket from the end of her bed and ran out the door.

It took only moments for Ava to notice that her flat had been searched, there were papers everywhere and the bookshelf was a mess. The cupboards were all open and her front door was a jar. She pulled her jacket on and ran to the door, she was about to leave when she heard a loud grinding, wheezing sound behind her and a cool wind swept through the small room, blowing her short black hair in her face.

Ava spun round, her blue eyes widened and her lips parted to utter a shocked 'oh'. There stood a Police Box in the middle of her flat. "What the..." she trailed off as the door swung inwards and the Doctor stepped out of it.

"I realised I can't leave you behind here...not with knowing so little," he grinned, "I'd like you to come travelling with me...I need a friend...I can tell - you're special."

"Really?" She grinned back, staring incredulously at the large blue box which had just materialised in front of her.

"Really really!" he smiled warmly.

Ava tilted her head slightly, "where?"

"Anywhere and everywhere..." the Doctor's eyes glinted excitedly.

"In that thing?" Ava replied in awe.

"Yes in this thing!" He spread his arms, "how 'bout it?"

"Love to!" Ava took a step forward.

"Okay then," he took Ava's hand, "Geronimo!" The Doctor cried out, with a wide grin he pulled Ava inside the TARDIS and the door shut with a click behind them.

Minutes later the room was completely empty, bar the three Shadow Men who stood stock still and silent where the TARDIS had once been, before they yet again disappeared into nothingness.


	2. Ep 2 - A Troubled Past

**The Wrong Box  
Episode 2 - A Troubled Past  
~Fran Gipani**

**_Disclaimer-_****Doctor Who is the property of the BBC I am just borrowing the characters and adding an OC :)**

**_Notes on the Setting-_**** So this is set just after the Ponds have left but before Clara is an official companion.**

**_Note from the Author-_**** So this is a project I have been working on for a _very _long time so I am a little nervous about uploading the first chapter but here goes. This will finish up being a 13 episode series of Doctor who with my OC Ava as a companion to the 11th Doctor. I have made a rp blog on tumblr as her so go check it out at avalloyd . tumblr. com if you're curious :) I'm so glad you guys enjoyed the first episode :) thanks for the faves, follows and reviews! I hope you all enjoy this one too and please leave a review if you have the time!**

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"So…can I ask now? What is this thing?" Ava smiled, staring round the TARDIS interior in awe.

"Ava…" The Doctor grinned widely, he spread his arms wide as he nodded, "…welcome to the TARDIS!"

"The TARDIS…what's a TARDIS?" Ava cocked her head to the side as she leant against the railing on the upper platform.

"Time And Relative Dimensions In Space, she's a spaceship, the best spaceship."

"A _space_ship? You can't be human then…like those Shadow Men can't be human." She frowned.

"Yes and no…" he trailed off, "yes I am alien, but not like those Shadow Men. You could say I am of a human essence. I'm a Time Lord.

"But you look human…"

"You look Time Lord…" he responded.

There was a moment of silence…then, "what's a Time Lord?"

The Doctor clasped his hand together, before separating them again and straightening his bowtie, "I'll show you…"

"Where are we going?" Ava stood again, there was an excited spark in her blue eyes and she was grinning from ear to ear.

"You'll see," the Doctor replied with a half smile and a wink.

Ava nodded grinning widely, she took a small skip closer to the Doctor and rested her hands lightly on the consol. She turned to the Doctor, "let's go then!"

Mirroring Ava's expression of excitement the Doctor set the TARDIS into motion and it tilted wildly to the side, travelling to their destination. Unprepared for it, Ava stumbled back and almost fell over, by the fourth jolt she did actually fall to the floor with a small yelp. The Doctor-oblivious to what was happening-was running around pressing buttons and moving leavers and knobs.

Eventually the ship stopped with a clunk and Ava let out a small sigh of relief. With a jerk of her head she flipped her dark hair from her face, "it's not always like that is it?"

"Most of the time," he paused, "well all of the time…you get used to it though. Sorry…I didn't tell you about the landing." The Doctor said helping her up.

'Thanks.' She said in a jokingly annoyed voice. "Did you even have a driving test for this thing?"

"Yes…but I sorta, well, I failed!" He answered with a shrug, "she always know where to go though, don't you old girl?" The Doctor straightened his bowtie, taking Ava's hand in his own he led her out the TARDIS door.

They had landed in a huge, white, tiled room full of people. A large sign on the opposite wall declared, in silver letters, '_THE ALIEN HISTORY MEUSEUM_'.

"The TARDIS brought us to a museum?" Her blue eyes were filled with excitement at the thought of getting to learn about another race.

"Yep, though from the looks of it we are on earth."

"Earth?" Ava frowned, wandering to the window which looked out onto a busy street, filled with shiny cars and lined with tall skyscrapers which reached up into the clouds. "this doesn't look like earth to me…"

Holding up a finger the Doctor spoke, "one moment…" Making an about turn the Doctor walked up to the pretty, dark brown haired receptionist with a huge grin on his face his childlike excitement was evident. "Excuse me but what year is it?" He drummed his fingers once on the desk, and turned to Ava smiling widely.

"Um…" the confused receptionist said, "It's the year 2059. The museum is the history of aliens from the year 2000 to the present day. Enjoy your time here sir." The receptionist smiled and the Doctor nodded.

"Thank you, we certainly will." Walking back over to Ava he spoke, "'tis earth…but just under one hundred years into your future." He grinned, "Cool isn't it?"

"One hundred years in my future? The TARDIS can travel in time?" Her mouth dropped open, "that is…that's so cool!"

With a nod the Doctor led the way towards the map that took up most of one wall, "It's a map of the complex." The Doctor said, stating the obvious. He smiled a loopy smile but his brows furrowed in confusion when Ava rolled her eyes.

"Let's go there first." Ava said pointing to a spot on the map. "We can walk a loop then."

The Doctor nodded and took one last look at the map before saying, "Okay then, let's go!

A few minutes later they were standing in front of a full sized model Dalek. "Wow!" Ava studied the figure in front of them.

The Doctor laughed but there was something insincere about the chuckle which escaped his lips. "Yeah…but to see them for real…" He shuddered.

Ava nodded "I can imagine…"

An almost wistful look came over the Doctor's young face, "no…I'm sorry, I don't really think you can…Daleks are born from hate and spend their lives trying to kill anything and everything which isn't a Dalek too. They are part of the reason that I am the last of my kind."

There wasn't anything Ava could say that would sound right so she gave his hand a comforting squeeze. "I'm sorry; you can tell me…if you want to…"

Taking a deep breath, he sighed. "I fought them in a war…it was centuries ago but I remember it well."

"What happened?" She placed a hand on his tweed covered arm and waited for his reply but worried that she had asked too much when he hesitated. "You don't have to…" She was cut off as the Doctor shook his head and began to tell her the story of the Time War, and the Time Lords…his companions.

Ava gave his arm a squeeze and they continued walking down the corridor, as they walked the Doctor continued to speak. "You grow old and die while I just keep regenerating, changing my face. They dulled the pain for a while but they had to leave, for their own reasons." Thinking back, he tried to blink back crystal tears that had welled up in his eyes. "Rose got trapped in a parallel universe. Martha left to look after her family, can't say I blame her…she had had the year from hell. Jenny…Jenny was my daughter and she…she died to save me." A tear finally fell but he quickly wiped it away. " Donna…I had to wipe her memory. She doesn't remember anything…of all our travels together just gone like that." Snapping his fingers, he sighed. "And Amy and Rory…taken by the weeping angels. Rory will never get to see his father again and it is entirely my fault. Sometimes I think a Timelord lives to long. I am tired of losing everyone and everything that matters to me."

Stopping the Doctor in his tracks Ava pulled him into a hug. She could see only half the pain he felt from the emotions conveyed in his deep, brown eyes. In a way they looked so sad; pleading for the pain to stop, trying to forget his troubled past.

The Doctor checked the inside of his wrist where his watch was turned round to that side, "Let's get a move on." The Doctor said pulling away suddenly and acting as if nothing had happened.

"I just need to go to the bathroom, Doctor. I'll be back in a minute." He nodded and she walked off in the direction of the Toilets. It was when she was washing her hands however, that she heard angry shouts from outside. One of which sounded like the Doctor. "Oh no..." Listening harder, she dried her hands a headed towards the exit.

"Get off me!" The Doctor yelled.

"No. If you were telling your friend the truth and you _are_ a Timelord then we need you to come with us right now." The voice was insistent and commanding.

"Don't you dare! Don't you dare!" The Doctor weakly protested but there was nothing he could do.

Ava ran out of the bathroom to see two guards holding on to the Doctor's arms and dragging him to the teleport. The first guard mumbled almost incoherently but Ava's sharp ears could tell that the guard had said "The office." People walking by stared at the scene of the guards attempting to keep hold of the Doctor who was struggling against their firm grip. The group disappeared with a flash of blue light.

"DOCTOR!" She yelled as he disappeared in a flash of blue light. Feeling surprisingly calm for someone who was new to time travel Ava ran over to where the Doctor had disappeared. "So this must be a teleport…" Ava muttered to herself staring at the gold coloured platform at her feet. She remembered what the guard had just done and stepped into the circle before clearly saying, "The office." She felt a force pushed her to the side, there was a blinding flash of blue light and Ava was standing in a dimly lit corridor, these walls were more of a grey colour and compared to the bright white of the walls of the entrance room they were quite dull.

Ava's heart was beating so loud that she could have sworn that the whole world could hear it. The door in front of her was large and made of wood. It had a brass name plate on it saying, '_The Office_'. She knocked on the door and waited.

"Come in." The voice was slightly muffled by the wood but Ava heard the reply.

When she opened the door, she was in a small room with a bookshelf on the back wall full of folders and a desk in the middle. Sitting at the desk was a woman with frizzy caramel coloured hair, bright red lipstick and wearing a shirt that highlighted her cleavage. "I assume that you are Professor River Song?" Ava read from the name plate on the desk.

"That would be me." She leant forward, "And who may you be?"

"Ava, Ava Lloyd. I am a friend of the Doctor, who I think you may be keeping captive…" She frowned.

"Hello Ava! And yes that is right," she grinned, "to cut a long story short, the building lost all its power and we don't know how. We can still run the lights but the electric doors are sealed and no one can get out. I would be able to fix it myself but the problem needs someone like the Doctor to fix it." Straight to the point, she saw no point in lying to her; she _was_ traveling with the Doctor after all.

"You haven't tried getting help?" She couldn't help the condescending tone which took over her voice.

"The problem's on the inside. No one can get in to help." She replied shooting Ava a challenging look, she dared her to talk down to her again.

"But what about the people? They can't be as calm as they are now and be locked in!"

"We have a few things that help to erase some memories, everyone here thinks they are here once but there is only a certain amount of this stuff you can use before its affects stop working. That's why we need the Doctor."

"Right then. I need to go and talk to the Doctor. Where is he?"

"First door on the left. Here is the key." She smiled and held her hand out. Ava frowned at River but grabbed the small, silver key from him anyway. She walked out of the door, slamming it behind her.

"First door on the left..." Ava muttered to herself stopping in front of a door much like Rivers but with a lock. When she peeped in the small window, she saw the Doctor pacing up and down the room repeatedly.

Ava unlocked the door and the Doctor turned around startled. "Ava! Thank goodness you're all right!" the relief was clear in his voice.

Ava grinned, "I could say the same for you."

"The last thing I remember was being dragged to the teleport and seeing you coming out of the bathrooms. I heard you yell my name just before the teleport zapped me here. How on earth did you find me?" He stepped closer to her.

"I followed the guard using the teleport and saying what he said." Thinking back, she allowed a small smile to cross her lips. "I talked to a woman called Professor River Song at the office."

A fond frown came over the Doctor's face, "River…why did she want me anyway?"

Ava recounted what River had said to her to the Doctor who silently nodded. When Ava had finished her story, he sighed. "So she needs my help. Why didn't she just ask me herself if she knew I was in the building?" He thought aloud. "Even though…it is River we are talking about here!"

"What were you saying honey?" River Song stood in the doorway.

The Doctor whipped around looking slightly flustered, "River! We were just saying how much it is like you to whisk my away somewhere needing my help without saying why until I'm there…" He grinned.

"Ahh…I see. Well I am sure Ava has filled you in so let's go!" River led them off in the opposite direction.

A few minutes later, the group was standing outside a room full of buttons and cords. Ava's mouth fell open at the amount of technology – more than she had _ever_ seen in her life – all in one place, the Doctor and River both grinned at her reaction.

"We better get to work then." The Doctor said. He ran in and started pressing buttons and flicking switches. All the time muttering, 'Press those two there. Plug that in there. Flick that one up there. That should work if I do THIS!" He yelled the last word and slammed down a leaver. The power stats went to 100% for a second and then went down again to ten.

"No, why did that not- ughhhh!" The Doctor growled, throwing his arms up in frustration. "It needs more start up power! I'll plug the TARDIS into the main power board. It should get enough start up power then. I'll be back in a minute." He yelled over his shoulder as he ran out the door.

"He's so like a child sometimes…but at others he seems so old. It's like he can't seem to make his mind. And who are you to him River? The way you talk to each other…it's almost like you are married!" she asked, her eyes shining with unanswered questions.

"I suppose you're right…and yes we are married. But we hardly ever see each other. Our timelines are going in opposite directions…it's hard to explain so leaving it there is probably best." River replied thoughtfully.

"He talks so much but he never says anything. He has had a troubled past which sometimes I think he wants to forget but there is always something that triggers the memories. I think that the TARDIS brought us here because it knew I needed to know. What better place to learn than a museum?" Said Ava; River slowly nodded and Ava sighed once again.

In the background they heard the TARDIS materialising in the corridor and stopped talking. At that moment, the Doctor walked in and from the look on his face they knew that he knew they had been talking about him. He was holding a long black cord which seemed to be coming from the TARDIS door. "Ava, could you please hold that there." He said, handing her the cord. "River, where is the main power cord?"

"Over here." She picked up a cord very similar to the one Ava was holding. The Doctor grabbed the two cords and plugged them together with a huge grin on his face which faltered yet again when the power cuts went down to zero. "What?" The shock was evident in his voice, "That should be at 100%!" He stared at the monitor and flicked a switch, "no power, nothing."

"River you said that you thought the problem was on the inside? What if it was someone monitoring the building from the outside, draining the power from there for their own purposes?" Ava tilted her head to one side looking from River to the Doctor.

"Yes…or maybe underground?" River replied also turning to the Doctor who was frowning slightly.

"Okay, that is possible…follow me. I need to check something with the TARDIS." He turned and with Ava and River close behind he led the way to the TARDIS, "You see when I landed down here the TARDIS was making strange noises. Not the normal, as if she was tiered"

"Like someone was draining her power?" Ava suggested, as they reached the TARDIS. The Doctor nodded in reply as he pulled out the small silver TARDIS key and unlocked the door.

"I think you might be right Ava," Said River as she entered the TARDIS. The warm glow that usually blanketed the TARDIS interior was very different; it was dimmer and only half of the various lights around the control panel were still alight.

"Oh my gosh!" Ava exclaimed staring around at the almost unrecognizable TARDIS interior.

"Is it just me or is it still getting slightly darker?" River turned to the Doctor who was looking just as worried as she felt.

"We need to find out what's doing this; I'll run a scan, see if there is anything." The Doctor said running a hand through his hair.

"There's no point Doctor…" River said shaking her head, "I scanned when we came here, I am not the manager of this alien history museum, office work is not my type of job, you know that!" she grinned.

"So you investigated when this major London landmark lost every last bit of its power? You scanned the area and definitely found nothing?" The Doctor asked with a slight frown.

"Yeah, you think the TARDIS could find something we couldn't?"

"What about the power levels? This must be something pretty strong to be able to be able to drain the TARDIS of her power even when she has her shields up." Ava said looking worriedly around at the continuously dimming lights.

"That's right!" The Doctor exclaimed, "It's like they knew how to bring down her defenses and get inside, like they had done it before."

"Has anyone tried it before?" Questioned Ava thoughtfully

"Oh…plenty have tried," the Doctor paused, "but very few have actually managed it"

Ava looked at the Doctor, "Who has managed it before?"

"Well…it's hard to say if they really got inside, they used something that was already there to bring the TARDIS to them."

"And…"

"The Racnoss all died last time I saw them. It couldn't be them but they would be the only ones that could use the neutron energy to drain the TARDIS's power. But it is impossible because I destroyed all the neutron energy last time."

"_Very good deduction skills Doctor, though you are only half right." _A chilling disembodied female voice rang through the TARDIS.

"Empress of the Racnoss isn't it?" The Doctor called out, his voice surprisingly calm, "I would love to ask you a few questions but I am not one to speak to a disembodied voice. Show yourself."

A snarling laugh rang through the TARDIS,_ "Oh Doctor…you are quite the demanding type aren't you? But if you insist you and your friends can go up to the Racnoss exhibit, you will find me there."_

"At the Racnoss exhibit-what?" River said, "There is no way you could be up there."

"_See it for yourself"_

"Ok then, fancy a trip up through the museum?" The Doctor said looking round at them

"Sure…sounds good!" River winked.

Ava nodded, "But how do you know you can trust her to be there?"

"I don't, but this is the only way to find out what I need to know to save the earth from another attack by the Racnoss." He grimaced slightly, "Geronimo!" He led the way out of the TARDIS, locking the door firmly behind him. They followed the corridor to another golden teleport platform.

The Doctor took hold of Ava and Rivers arms and stepped into the circle and said, "The Racnoss exhibit." They disappeared in a flash of blue light leaving nothing but the gold teleport platform behind them.

Disorientated by the sudden teleportation the Doctor, Ava and River stumbled off the teleport circle into a surprisingly silent and empty room. "Something's not right," the Doctor said, his worried voice echoing around the large room. "Where is everyone? There were heaps of people here before; they wouldn't all just leave this exhibit."

"What if there was a giant red spider roaming the room that definitely was just a plastic sculpture before?" Ava asked apprehensively, staring at something over the Doctors shoulder.

"Well yes, I think I would run too if…" The Doctor began but River cut across him.

River was looking over the Doctors shoulder as well, "Doctor!" he said, there was a warning tone to his voice that made the Doctor look around.

The Doctor turned behind him to see the empress of the Racnoss. "Ohh" The giant red spider, whose many black eyes, were staring down at the group with malice. She was clicking her pincers and the sly grin on her face told the Doctor that she meant business, which from the Doctors point of view meant that she needed to be stopped. "Empress of the Racnoss!" he declared, "Last time I saw you I left you and your children drowning in the liquid Neutron Particles. There was no way that you could have escaped."

"Oh I survived Doctor; there was no way that I would have died that day." She cackled, "I teleported into my ship."

"But you should have died!" Ava exclaimed, "I saw that Christmas star over London, I saw UNIT shoot it down. There was no way that you could have survived that." She stared up at the huge spider and couldn't help the shiver of fear that ran down her spine.

"After the first attack on the ship I teleported out and came down here. I was merely a spirit and very weak. I needed something to build back the strength and body I had when I had first come to earth."

"So you came to a museum in the future that had a recording of time and began to drain its power." The Doctor said.

"But why a museum?" River asked turning to the Doctor but it was the Empress that answered.

"I need the strength I had when I first came to earth so I drained the power of a place that had the recording of my body before it was attacked but I needed something else."

"The recording in the museum wasn't enough though was it? It gave you back a picture perfect image of yourself a model but you needed to be real."

"Correct again Doctor," she hissed in reply. "This is where your lovely time machine comes in. You see with the time machine then I could use the power there to create a paradox. This would not only bring me back into existence but my children as well and they could feed on the population of earth when they wake from their sleep." The Empresses cruel laugh rang through the room, echoing loudly of the walls.

"That won't work though! Rose could only look into the time vortex by opening the TARDIS and looking into its heart." The Doctor yelled in anger and confusion, "That's impossible to do, it almost killed her." The Doctor swallowed, he remembered that day very well, like he did all of his regenerations, "So how do you expect to do it then?" He replied eyes blazing, his voice filling with irritation.

"Like this." The Empress said simply with a hint of scorn, in one fluid movement one of her skeletal front legs flicked out, wrapped it around Ava's waist and yanked upwards. Like a doll Ava's body was pulled towards the ceiling and tangled in the thick spiders' web above.

"Arrg! Let me go!" She struggled against the thick bonds that tied her but nothing worked. The Doctor and River looked like little Lego people from where she was, and the great height that she was at was beginning to make her feel queasy.

"Ok." The Empress said lifting a pincer to cut the web, "If you insist…"

Both the Doctor and River worked out what was going to happen before it happened and yelled out, "NO!" in unison, if Ava fell nothing would be able to break her fall.

"Fine but if you don't do what I ask then my pincer may just slip," she mimed cutting the web, "and down will come Ava, to her death she will fall." She cackled loudly, "Now then, Doctor, River I need you to open up that TARDIS. Run along or you really will never see your Ava again."

"How do I know you will keep your word?" The Doctor asked apprehensively.

"You have my word, and if I break my end of the deal then you won't keep yours." She replied with a snarl.

"Don't worry about me Doctor…I'll…I'll be fine..." Ava trailed off in what she hoped was a reassuring voice.

So with one fearful last look at Ava they turned and left the room in the direction of the teleport. "You're not going to do it are you?" River raised an eyebrow, "I know Ava's life is in danger," she cut in as the Doctor went to retaliate, "but I have a plan because there is no way I want earth destroyed by those things and I know there is a way you can help me!"

"But!" The Doctor started to say but River gave him a look that said 'I know what I am doing', the Doctor took a deep breath, "Ok fine, what is your plan then?"

"So…" Ava began trying to distract the giant spider beneath her as she tried in vain to pull at the ties binding her. "…where are you from then? Why try and invade earth? You do have your own planet don't you?"

The Empress didn't see any point in not answering; she would kill the girl soon anyway…even if they did what she asked. Her children would be hungry when they woke up and would need sustenance, "I used to have a planet, at the beginning of the earth. We became the center of the earth, that's where or my children are locked in status. They are like was before, powerless."

"Wow, so if we kept drilling to the center of the earth we would find you? Your planet" Still pulling at the web Ava internally cursed herself as the Racnoss noticed her struggles.

"Do you really think you could escape?" She hissed reaching up and slashing the web around her prey.

Ava only just managed to grab onto the stray web as she fell and swung at breath taking speed towards the ground. Half way down she realized she hadn't thought about how to stop, _I could just let go _she thought but then did a double take – if she fell she would get really badly hurt which wouldn't be of use to anybody.

All of a sudden Ava saw a solid surface coming closer to her very quickly, she braced herself for the wall but it wasn't a solid surface that she hit. She heard the sound of shattering glass around her as her body collided with the large glass panel of the door. She felt sharp pains on her hands arms and face and almost at once she heard another tearing noise. Ava fell to the ground with a soft thud and the tinkling of glass as it fell out of her long hair. Ava put a hand to her face to push dark fringe from her eyes and felt a warm sticky substance on her cheek. Blood. It took a while for the pain to sink in and then she noticed the stinging again where ever the glass had cut her and winced. Even the sheet of thick web that had been covering her chest couldn't protect all of her.

"Ava!" She heard the Doctors voice say, "What…" He was about to ask but realizing the answer was obvious he instead with Rivers help moved as much of the glass as possible away from her.

"Do you think you can walk?" River asked and when she gave a shaky nod in reply she gently pulled her into a standing position. River caught her as Ava's knees gave way beneath her, "I don't think she has lost consciousness Doctor, the fall just has shocked her body. She should be fine soon." She looked up and down Ava's body, "I don't think you are too badly cut." River told her.

The Doctor nodded examining the gash on Ava's cheek, he couldn't tell how deep it was then but it seemed fine for the moment. "Yeah, but I don't think you fell did you?" he asked Ava, "…because if you did you were very lucky, surviving a fall like that." He watched as Ava gave a weak nod as she pulled herself back into full consciousness.

"Yeah, I swung but didn't think about the landing." She winced again, her body was aching but there wasn't any strong pain apart from the stinging of her cuts. "What did you do?" She asked shakily now leaning heavily on the Doctor but gradually becoming steadier on her feat.

"Oh you know…River said to turn of the power fully as that was what she was using to create a full form around her ghost that she could function like a body." The Doctor replied proudly.

"Ghost?" Ava asked unconvinced.

"Sorta…but she was using the museums power to keep physical form so we turned off the power supply. So if there was nothing to drain from the place then…" The Doctor trailed off grinning.

"But what about the TARDIS? She was using her as well!" Ava challenged him though she was impressed by their idea.

"Once the museums power was gone the Empress had nothing and eventually she would turn back to her solid plastic form and her 'ghost' would fade away. Without any sort of form she couldn't drain the TARDIS of her power, create a paradox and bring back her children." River answered sounding slightly smug.

The Doctor stared around at the mix shattered glass and small amount of Ava's blood that surrounded them; "We need to clean this up or some people are going to get mighty suspicious."

"Sure, one sec I'll be back," Before first making sure that Ava was steady in the Doctors arms River ran back the way they had came.

The Doctor turned his attention to Ava whose left cheek had a shallow gash in it which was dripping small beads of red blood down her cheek. The backs of both hands were bleeding too along with a long cut on her arm. "May I?" The Doctor asked pulling a hankie from his pocket, and with a nod from Ava he wrapped it gently around the deep cut in her arm. "That should help with the bleeding; it looks deeper than the others. You must have used that arm to shield your face when you knew you would crash into the window, am I right?"

Ava nodded, "Thanks," she grinned slightly, "Not squeamish at all then?" She indicated the blood splattered on her shirt, jeans and the floor around them.

"Nahh…never have been. Are you sure you're all right?" His brown eyes were full of concern.

"Yeah I'll be fine in a minute." She squeezed his hand, "That sounds like River coming back..." Ava turned to see her returning with what looked like a large gun looking thing, "That doesn't look anything like a cleaning device!"

River winked at her, "It is! State of the art, it's the Eradicator4000. Point it at the object like so," She aimed the gun at a patch of the surrounding glass shards, "and fire!" She fired, a thick beam of red light hit the glass shards and they dissolved into nothing in a bloom of grey smoke.

"Ha!" The Doctor cried out excitedly, "I've always wanted to see how one of these worked! Could I have a go?" He asked with childlike gleem which made Ava smile.

"Sure!" River replied handing the Doctor the device and he cleaned the rest of the mess up in seconds.

"We'd better be off River; Ava has an appointment with the TARDIS med room, antiseptic, and some stitches." He grinned over to Ava who had a look of dread on her face; she hated stitches.

"Great!" She said sarcastically, "Bye River, I guess I will probably see you around some time, bump into you!" She grinned at her as she pulled her into a hug.

"Goodbye River," The Doctor said getting all flustered again and straightening his bow tie to cover it up (though that only really highlighted the feeling,) "Stay out of trouble." He said before he had thought about it. There was no point in telling River something like that.

"Oh you know me Doctor," River said with a wink placing a kiss on the Doctor's cheek (making the Doctors cheeks go slightly pink,) "trouble usually finds me first." She walked away in the direction of the office, a wide smile on her face.

"Come on you!" The Doctor put an arm around Ava's small waist and helped her limp towards the TARDIS and the med room, "Let's get those cut's fixed up…"


End file.
